A framework for the conceptualization of memory is proposed in which two basic types of processes, automatic and effortful are specified. Automatic processes are modes of tagging information which function at optimal efficiency under all circumstances whether or not intention is allocated to them. They do not benefit from attention, from practice or training, and they show little change through the lifespan. Because of their limited use of available cognitive capacity, automatic processes will be minimally affected by stress states. While automatic processess occur outside of conscious awareness, the knowledge gained by them has access to consciousness. These mechanisms ensure that fundamental elements of the flow of information (e.g., space, time, and frequency of occurrence information) are encoded and stored in memory despite other demands for capacity. Effortful processes require the expenditure of attention and energy and so use a portion of the limited capacity cognitive system. Consequently, when engaged they limit the extent to which other effortful processes can occur and they are easily disrupted when the organism is under stress and capacity is reallocated. Their basic function is to maximize the rate at which information is stored. Effortful processes benefit from attention and training and show considerable change throughout the lifespan. The validation of these assertions will be tied to investigating the encoding of frequency of occurrence information and spatial location information with three basic aims in mind: (a) identifying the basic properties of automatic processes and distinguishing them from effortful processes; (b) observing the impact of environmental stress states on these two systems; (c) observing the developmental progress of these two memory systems. Target ages and states for this research include young children, college students, the elderly and the depressed. The research should provide basic empirical evidence on the operation of automatic and effortful memory processes at these age levels and under these states of stress. Methods will include a variety of cognitive tasks (recall, recognition, judgments, Stroop) under a number of independent variables (e.g., instructions, practice, information processing load).